Knowledge of Acquiror with respect to the Acquiror means the actual knowledge of the persons listed in Schedule 1.1(c) as of the date of this Agreement (or, with respect to a certificate delivered pursuant to this Agreement, as of the date of delivery of such certificate) after reasonable inquiry of direct reports.
Law means any statute, law, ordinance, regulation, rule, code, injunction, judgement, decree or order of any Governmental Authority.
Leased Real Property means the real property leased by the Company or any of its Subsidiaries, in each case, as tenant, together with, to the extent leased by the Company or its Subsidiaries, all buildings and other structures, facilities or improvements located thereon and all easements, licenses, rights and appurtenances of the Company or any of its Subsidiaries relating to the foregoing.
Liability means any liability, debt, obligation, deficiency, interest, penalty, fine, claim, demand, judgment, cause of action, or other loss (including loss of benefit or relief), cost or expense of any kind or nature whatsoever, whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, and whether due or become due and regardless of when or by whom asserted.
Losses means damages, liabilities, losses, costs, claims, obligations, expenses or other Liabilities, including amounts paid in settlement, reasonable attorneys fees and other expenses of litigation, arbitration or other dispute resolution procedures.
Malicious Code means any virus, worm, time bomb, key-lock, back door, drop dead device, Trojan horse, spyware, or adware (as such terms are commonly understood in the software industry) or any other code designed to: (a) materially disrupt, disable, harm or otherwise impede the operation of, or provide unauthorized access to, a computer system on which such code is installed, except for license keys that disable access to certain of such software upon expiration of the applicable license or (b) damage or destroy any data or file without the users consent.
Material Adverse Effect means any change, development, occurrence, event, effect or condition that, individually or in the aggregate, has had or would reasonably be expected to have a materially adverse effect on (a) the ability of the Company to perform its material obligations under this Agreement or to consummate the Transactions, or (b) the condition (financial or otherwise), business, assets, liabilities, operations, capitalization, results of operations or financial performance of the Company and its Subsidiaries, taken as a whole; provided, however, that any adverse effect to the extent occurring after the date of this Agreement that is caused by the following shall not be taken into account in determining whether a Material Adverse Effect has occurred: (A) conditions generally affecting the industries, geographies and markets in which the Company and its Subsidiaries operate or changes or developments generally affecting the economy or the financial or securities markets in the United States or globally (including changes in the credit, debt or financial capital markets and changes in interest or exchange rates),